Search companies, layoffs, filings, signals, and visa data
Search companies, layoffs, filings, signals, and visa data
Search companies, layoffs, filings, signals, and visa data
Search companies, layoffs, filings, signals, and visa data
Current report (Form 8-K) · Jun 8, 2026 · Material agreement · Other material event · New debt obligation · +1 more
FAIR ISAAC CORP
9
Material agreement
Jun 8, 2026
EX-99.1 · d140061dex991.htm
EX-99.1
d140061dex991.htm
| Document text |
|---|
EX-99.1 · d140061dex991.htm EX-99.1 3 d140061dex991.htm EX-99.1 Exhibit 99.1 FICO Announces New Stock Repurchase Authorization, New Term Loan and Accelerated Share Repurchase Program Bozeman, MT – June 8, 2026 – FICO (NYSE:FICO), a global analytics software leader, today announced that its Board of Directors has approved a stock repurchase program to acquire up to $2.0 billion of the company’s outstanding common stock. This new program replaces the remaining availability under FICO’s previous $1.5 billion stock repurchase program. The new stock repurchase program, which is open-ended, allows the company to repurchase its shares from time to time in the open market and in negotiated transactions, including accelerated share repurchase programs like the one described below. Also on June 5, 2026, FICO entered into an amendment to its credit agreement to, among other things, provide for an incremental term loan in the amount of $1.5 billion, the full amount of which was drawn on June 5, 2026. FICO intends to use the proceeds of the term loan to fund an accelerated share repurchase (ASR) program pursuant to an agreement it has entered into with Wells Fargo Securities, Inc. (“Wells Fargo”). Pursuant to the ASR agreement, on June 8, 2026, FICO will make an upfront payment of $1.5 billion to Wells Fargo and FICO expects to receive an initial delivery of approximately 1,055,100 shares of common stock, providing the company with prompt share count reduction. The final number of shares to be repurchased will be based on the volume-weighted average price of the company’s common stock during the term of the ASR agreement, less a discount and subject to customary adjustments. At final settlement, the company may receive additional shares or, under certain circumstances, may be required to deliver shares or make a cash payment pursuant to the terms of the ASR agreement. The transactions under the ASR agreement are expected to be completed by the end of FICO’s current fiscal year, September 30, 2026. About FICO FICO (NYSE: FICO) powers decisions that help people and businesses around the world prosper. Founded in 1956, the company is a pioneer in the use of predictive analytics and data science to improve operational decisions. FICO holds more than 200 U.S. and foreign patents on technologies that increase profitability, customer satisfaction and growth for businesses in financial services, insurance, telecommunications, health care, retail and many other industries. Using FICO solutions, businesses in more than 80 countries do everything from protecting four billion payment cards from fraud, to improving financial inclusion, to increasing supply chain resiliency. The FICO ® Score, used by 90% of top U.S. lenders, is the standard measure of consumer credit risk in the U.S. and has been made available in over 40 other countries, improving risk management, credit access and transparency. Learn more at https://www.fico.com/en Join the conversation at https://x.com/FICO_corp & https://www.fico.com/blogs/ For FICO news and media resources, visit https://www.fico.com/en/newsroom FICO is a registered trademark of Fair Isaac Corporation in the U.S. and other countries. Statement Concerning Forward-Looking Information Except for historical information contained herein, the statements contained in this news release that relate to FICO, its business and the ASR are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the impact of macroeconomic conditions on FICO’s business, operations and personnel, the success of the Company’s business strategies, the maintenance of its existing relationships and ability to create new relationships with customers, distributors and other business partners, its ability to continue to develop new and enhanced products and services and to enter new markets, its ability to recruit and retain key technical and managerial personnel, competition, regulatory changes applicable to the use or costs of consumer credit and other data, the failure to protect such data, the failure to realize the anticipated benefits of any acquisitions, or divestitures, and material adverse developments or uncertainty in global economic conditions or in the markets or industries that the Company serves. Additional information on these risks and uncertainties and other factors that could affect FICO’s future results are described from time to time in FICO’s SEC reports, including its Annual Report on Form 10-K for the year ended September 30, 2025 and its subsequent filings with the SEC. If any of these risks or uncertainties materializes, FICO’s results could differ materially from its expectations. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. FICO disclaims any intent or obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise. Investors/Analysts: Dave Singleton (800) 459-7125 investor@fico.com |
EX-10.1 · d140061dex101.htm
EX-10.1
d140061dex101.htm
| Document text |
|---|
EX-10.1 · d140061dex101.htm EX-10.1 2 d140061dex101.htm EX-10.1 Exhibit 10.1 E XECUTION V ERSION FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated as of June 5, 2026, is entered into by and among FAIR ISAAC CORPORATION, a Delaware corporation (the “ Borrower ”), the Lenders party hereto (including the Term Loan Lenders (as defined in the Amended Credit Agreement referenced below)) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, with respect to the following: A. The Borrower, the Administrative Agent and the several banks and other financial institutions party thereto (together with the Term Loan Lenders, the “ Lenders ”) have previously entered into that certain Third Amended and Restated Credit Agreement, dated as of May 13, 2025 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “ Credit Agreement ” and the Credit Agreement as amended by this Amendment, the “ Amended Credit Agreement ”). Capitalized terms used but not defined herein have the meanings assigned to them in the Credit Agreement. B. The Borrower has requested an amendment to the Credit Agreement as set forth below. C. On the terms and subject to the conditions set forth in this Amendment, the Lenders are willing to agree to such amendment. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1. Effectiveness . The effectiveness of the provisions of Section 2 of this Amendment are subject to the satisfaction of the conditions further described in Section 3 of this Amendment. 2. Amendment . (a) Schedule 1.1(A) of the Credit Agreement is hereby amended and restated in its entirety with Schedule 1.1(A) attached hereto as Annex A . (b) Exhibits A and C to the Credit Agreement are hereby amended and restated in their respective entireties with Exhibits A and C attached hereto as Annex B . (c) The Exhibits to the Credit Agreement are hereby amended to delete Exhibit D in its entirety. (d) The Exhibits to the Credit Agreement are hereby amended to insert new Exhibit J in appropriate order in the form attached hereto as Annex C . (e) The body of the Credit Agreement (excluding the Schedules and Exhibits thereto) is hereby amended to (i) delete the stricken text (indicated textually in the same manner as the following example: stricken text ), (ii) add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) and (iii) move the green double-underlined text (indicated textually in the same manner as the following example: double-underlined text ), in each case, as set forth in the Credit Agreement attached hereto as Annex D . 3. Conditions Precedent to the Effectiveness of this Amendment . The effectiveness of the provisions of Section 2 of this Amendment are conditioned upon, and such provisions shall not be effective until, satisfaction of the following conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “ First Amendment Effective Date ”): (a) The Administrative Agent shall have received this Amendment, duly executed and delivered by the Borrower, the Administrative Agent, the Lenders constituting Required Lenders and the Term Loan Lenders. (b) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated the First Amendment Effective Date, certifying that (A) either (1) the copies of the certificate of incorporation of the Borrower and by-laws of the Borrower delivered most recently to the Administrative Agent prior to the First Amendment Effective Date continue to be true and correct copies thereof as of the First Amendment Effective Date or (2) attaching true and correct copies thereof as of the First Amendment Effective Date, (B) attached thereto are true and correct copies of resolutions duly adopted by the board of directors of the Borrower and continuing in effect, which authorize the execution, delivery and performance by the Borrower of this Amendment and the other documents executed or to be executed by the Borrower in connection with the transactions contemplated hereby and (C) attached thereto is a good standing certificate for the Borrower from the Delaware Secretary of State. (c) The Administrative Agent shall have received a Term Loan Note (as defined in the Amended Credit Agreement) for each Term Loan Lender that has requested the same, duly executed and delivered by the Borrower in favor of each such Term Loan Lender (the “ Term Loan Notes ”). (d) No Default or Event of Default shall have occurred and be continuing. (e) Each of the representations and warranties made by the Borrower in the Credit Agreement that does not contain a materiality or Material Adverse Effect qualification shall be true and correct in all material respects on and as of the First Amendment Effective Date, and each of the representations and warranties made by the Borrower in the Credit Agreement that contains a materiality or Material Adverse Effect qualification shall be true and correct on and as of the First Amendment Effective Date (or, to the extent such representations and warranties specifically relate to an earlier date, such representations and warranties were true and correct in all material respects, or true and correct in all respects, as the case may be, as of such earlier date). (f) The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying as to the matters described in clauses (d) and (e) above and attaching a calculation of the Total Leverage Ratio as of the First Amendment Effective Date after giving pro forma effect to the incurrence of the Initial Term Loan and use of proceeds thereof on the First Amendment Effective Date. (g) The Administrative Agent shall have received a legal opinion from Faegre Drinker Biddle & Reath LLP, special counsel to the Borrower, dated as of the First Amendment Effective Date, in form and substance satisfactory to the Administrative Agent. (h) All fees and expenses required to be paid to the Administrative Agent (including the reasonable and documented fees, charges and disbursements of external counsel for the Administrative Agent) and the Lenders on or prior to the First Amendment Effective Date (including all fees payable pursuant to any engagement or fee letter) shall have been paid. (i) Patriot Act, etc . (i) The Administrative Agent and the Lenders shall have received, at least five (5) Business Days prior to the First Amendment Effective Date, all documentation and other information requested by the Administrative Agent or any Lender or required by regulatory authorities in order for the Administrative Agent and the Lenders to comply with requirements of any Anti-Terrorism Laws, including the Patriot Act and any applicable “know your customer” rules and regulations. 2 (ii) The Borrower shall have delivered to the Administrative Agent, and directly to any Lender requesting the same, a Beneficial Ownership Certification in relation to it (or a certification that such Borrower qualifies for an express exclusion from the “legal entity customer” definition under the Beneficial Ownership Regulations), in each case at least five (5) Business Days prior to the First Amendment Effective Date. (j) The Administrative Agent shall have received a duly executed Notice of Borrowing/Continuation with respect to the Initial Term Loans in accordance with the provisions of Section 2.21(a) of the Amended Credit Agreement. Without limiting the generality of the provisions of Sections 9.3 and 9.4 of the Amended Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 3 , the Administrative Agent and each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed First Amendment Effective Date specifying its objection thereto. 4. Representations and Warranties . In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Lenders as follows: (a) Authorization of Amendments . The execution and delivery of this Amendment and the Term Loan Notes by the Borrower and the performance by the Borrower of the Term Loan Notes and the Amended Credit Agreement: (i) are within the corporate power of the Borrower and (ii) have been duly authorized by all necessary corporate or other organizational actions on the part of the Borrower. (b) Enforceability . Each of this Amendment, the Amended Credit Agreement and the Term Loan Notes has been duly executed and delivered by the Borrower, and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (c) Non-Contravention . The execution, delivery and performance by the Borrower of this Amendment, the Amended Credit Agreement and the Term Loan Notes do not (i) violate any Requirement of Law included in clause (a) of the definition thereof or, in any material respect, any Requirement of Law included in clause (b) of the definition thereof, in each case, applicable to the Borrower or any of its Subsidiaries; (ii) violate any provision of, or result in the breach or the acceleration of, or entitle any other Person to accelerate (whether after the giving of notice or lapse of time or both), any Contractual Obligation of the Borrower; (iii) result in, or require, the creation or imposition of any Lien upon any property or revenue of the Borrower (except such Liens as may be created in favor of the Administrative Agent for the benefit of the Lenders pursuant to this Amendment or the other Loan Documents); (iv) result in a revocation, termination or other material restriction on any licenses that would have a Material Adverse Effect or (v) violate in any material respect any provision of any existing law, rule, regulation, order, writ, injunction or decree of any court or Governmental Authority to which it is subject. 3 (d) Governmental Consents . No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or other Person is required in connection with the execution and delivery of this Amendment by the Borrower, or the performance or consummation of the transactions contemplated hereby, except consents, authorizations, filings and notices which have been obtained or made and are in full force and effect. (e) Representations and Warranties . The Borrower represents and warrants that as of the First Amendment Effective Date and after giving effect to this Amendment (i) the representations and warranties of the Borrower set forth in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case such representation and warranty must be true in all respects) as if made on such date (except for representations and warranties expressly made as of a specified date, which shall be true and correct in all material respects (except to the extent that such representation and warranty is qualified by materiality, in which case such representation and warranty must be true in all respects) as of such date) and (ii) no Default or Event of Default has occurred and is continuing. 5. Miscellaneous . (a) Reference to and Effect on the Credit Agreement and the other Loan Documents . Except as specifically set forth in this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed by the Borrower in all respects. The execution and delivery of this Amendment and performance of the Amended Credit Agreement shall not, except as expressly provided herein, constitute a waiver or amendment of any provision of, or operate as a waiver of any right, power or remedy of the Administrative Agent or the Lender Parties under, the Credit Agreement or any of the other Loan Documents. (b) Expenses . The Borrower acknowledges that all reasonable costs and expenses of the Administrative Agent incurred in connection with this Amendment will be paid by the Borrower in accordance with Section 10.5 of the Amended Credit Agreement. (c) Headings . Section and subsection headings in this Amendment are included for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect. (d) Counterparts . This Amendment may be executed in any number of identical counterparts, any set of which signed by all the parties hereto shall be deemed to constitute a complete, executed original for all purposes. Transmission by facsimile, “pdf” or similar electronic copy of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart. Any party hereto may request an original counterpart of any party delivering such electronic counterpart. The provisions of Section 10.8 of the Amended Credit Agreement are hereby incorporated by reference, mutatis mutandis . (e) Governing Law . THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAW RULES OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. 4 6. Loan Documents . This Amendment is a Loan Document as defined in the Amended Credit Agreement, and the provisions of the Amended Credit Agreement generally applicable to Loan Documents are applicable hereto and incorporated herein by this reference. [This Space Intentionally Left Blank] 5 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written. FAIR ISAAC CORPORATION, a Delaware corporation By: /s/ Thomas J. Colling Name: Thomas J. Colling Title: Treasurer Fair Isaac Corporation First Amendment to Third Amended and Restated Credit Agreement Signature Page WELLS FARGO BANK, NATIONAL ASSOCIATION , as Administrative Agent, Issuing Lender and a Lender By: /s/ Brian Buck Name: Brian Buck Title: Managing Director Fair Isaac Corporation First Amendment to Third Amended and Restated Credit Agreement Signature Page U.S. BANK NATIONAL ASSOCIATION , as a Lender By: /s/ Sebastian Szendzielorz Name: Sebastian Szendzielorz Title: Senior Vice President Fair Isaac Corporation First Amendment to Third Amended and Restated Credit Agreement Signature Page HSBC BANK USA, NATIONAL ASSOCIATION , as a Lender By: /s/ Vicky Tooma Name: Vicky Tooma Title: Vice President Fair Isaac Corporation First Amendment to Third Amended and Restated Credit Agreement Signature Page BANK OF AMERICA, N.A. , as a Lender By: /s/ Aaron Marks Name: Aaron Marks Title: Senior Vice President Fair Isaac Corporation First Amendment to Third Amended and Restated Credit Agreement Signature Page THE TORONTO-DOMINION BANK, NEW YORK BRANCH , as a Lender By: /s/ Mike Tkach Name: Mike Tkach Title: Authorized Signatory Fair Isaac Corporation First Amendment to Third Amended and Restated Credit Agreement Signature Page ANNEX A SCHEDULE 1.1A COMMITMENTS Name of Lender Revolving Commitment Term Loan Commitment Wells Fargo Bank, National Association $ 312,500,000.00 $ 468,750,000 Bank of America, N.A. $ 312,500,000.00 $ 187,500,000 HSBC Bank USA, National Association $ 125,000,000.00 $ 187,500,000 The Toronto-Dominion Bank, New York Branch $ 125,000,000.00 $ 468,750,000 U.S. Bank National Association $ 125,000,000.00 $ 187,500,000 Total $ 1,000,000,000.00 $ 1,500,000,000.00 ANNEX B EXHIBIT A [See attached.] EXHIBIT A NOTICE OF BORROWING/CONTINUATION [ Date ] Wells Fargo Bank, National Association, as the Administrative Agent MAC D1109-019 1525 West W.T. Harris Blvd. Charlotte, NC 28262 Attention of: Syndication Agency Services Facsimile No.: (844) 879-5899 Email: Agencyservices.requests@wellsfargo.com 1. Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of May 13, 2025 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Fair Isaac Corporation, a Delaware corporation (the “ Borrower ”); the several banks and other financial institutions or entities from time to time parties thereto (the “ Lenders ”); and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender. Unless otherwise indicated, all terms defined in the Credit Agreement have the same respective meanings when used herein. Notice of Borrowing : 2. Pursuant to Section 2.2 of the Credit Agreement, the Borrower hereby irrevocably requests a borrowing of [Revolving Loans][an Incremental Term Loan][the Initial Term Loan] (an “Incremental Loan Borrowing ”) upon the following terms: (a) The principal amount of the requested Incremental Loan Borrowing is to be $ ; (b) The requested Incremental Loan Borrowing is to consist of [ABR][Term SOFR][Daily Simple SOFR] Loans; (c) If the requested Incremental Loan Borrowing is to consist of Term SOFR Loans, the initial Interest Period for such Loans will be month [ s ] ; and (d) The date of the requested Incremental Loan Borrowing is to be , . 3. The Borrower hereby certifies to the Administrative Agent and the Lenders that, on the date of this Notice of Borrowing/Continuation and after giving effect to the requested Incremental Loan Borrowing: (a) Each of the representations and warranties made by the Borrower in the Credit Agreement that does not contain a materiality or Material Adverse Effect qualification is true and correct in all material respects on and as of the date hereof, and each of the representations and warranties made by the Borrower in the Credit Agreement that contains a materiality or Material Adverse Effect qualification is true and correct in all respects on and as of the date hereof (or, to the extent such representations and warranties specifically relate to an earlier date, such representations and warranties were true and correct in all material respects, or true and correct in all respects, as the case may be, as of such earlier date); and (b) No Default or Event of Default has occurred and is continuing. 4. Please disburse the proceeds of the requested Incremental Loan Borrowing to: Notice of Continuation: 5. Pursuant to Section 2.8(b) of the Credit Agreement, the Borrower hereby irrevocably selects a new Interest Period for a borrowing of [Revolving Loans][Incremental Term Loan][the Initial Term Loan] (a “ Continued Loan Borrowing ”) as follows: (a) The Continued Loan Borrowing to be continued consists of [“Term SOFR Loans” or “Daily Simple SOFR Loans”] in the aggregate principal amount of $ which were last advanced or continued on , ; [and] [Use clauses (b) and (c) below for continuation of Term SOFR Loans] (b) The last day of the current Interest Period for such [Revolving Loans][Incremental Term Loan][Initial Term Loan] is , ; and (c) The next Interest Period for such [Revolving Loans][Incremental Term Loan][Initial Term Loan] commencing upon the last day of the current Interest Period is to be month [ s ] . [Use clause (d) below for continuation of Daily Simple SOFR Loans] (d) The current Interest Payment Date for such [Revolving Loans][Incremental Term Loan][Initial Term Loan] is , . A-2 IN WITNESS WHEREOF, the Borrower has executed this Notice of Borrowing/Continuation on the date first set forth above. FAIR ISAAC CORPORATION, a Delaware corporation By: Name: Title: Notice of Borrowing/Continuation EXHIBIT C NOTICE OF CONVERSION [ Date ] Wells Fargo Bank, National Association, as the Administrative Agent MAC D1109-019 1525 West W.T. Harris Blvd. Charlotte, NC 28262 Attention of: Syndication Agency Services Facsimile No.: (844) 879-5899 Email: Agencyservices.requests@wellsfargo.com 1. Reference is made to that certain Third Amended and Restated Credit Agreement, dated as of May 13, 2025 (as amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among Fair Isaac Corporation, a Delaware corporation (the “ Borrower ”); the several banks and other financial institutions or entities from time to time parties thereto (the “ Lenders ”); and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and Issuing Lender. Unless otherwise indicated, all terms defined in the Credit Agreement have the same respective meanings when used herein. 2. Pursuant to Section 2.8(a) of the Credit Agreement, the Borrower hereby irrevocably requests to convert a borrowing of [Revolving Loans][Incremental Term Loan][Initial Term Loan] (a “ Borrowing ”) as follows: (a) The Borrowing to be converted consists of [ABR][Term SOFR][Daily Simple SOFR] Loans in the aggregate principal amount of $ which were initially advanced to the Borrower on , ; (b) The [Revolving Loans][Incremental Term Loan][Initial Term Loan] in the Borrowing are to be converted into [ABR][Term SOFR][Daily Simple SOFR] Loans; [and] (c) [If such [Revolving Loans][Incremental Term Loan][Initial Term Loan] are to be converted into Term SOFR Loans, the initial Interest Period for such [Revolving Loans][Incremental Term Loan][Initial Term Loan] commencing upon conversion will be month[s]; and] (d) The date of the requested conversion is to be , . C-1 IN WITNESS WHEREOF, the Borrower has executed this Notice of Conversion on the date first set forth above. FAIR ISAAC CORPORATION, a Delaware corporation By: Name: Title: Notice of Conversions ANNEX C EXHIBIT J [See attached.] EXHIBIT J FORM OF TERM LOAN NOTE , FOR VALUE RECEIVED, Fair Isaac Corporation, a Delaware corporation (the “ Borrower ”), hereby promises to pay to the order of (the “ Lender ”), the principal amount of each Term Loan made by the Lender to Borrower pursuant to the Credit Agreement referred to below, on or before the Term Loan Maturity Date specified in the Credit Agreement; and to pay interest on the unpaid principal amount of each Term Loan, at the rates and on the dates provided in the Credit Agreement. The Borrower shall make all payments hereunder, for the account of the Lender’s applicable lending office, to the Administrative Agent as indicated in the Credit Agreement, in lawful money of the United States and in same day or immediately available funds. The Borrower hereby authorizes the Lender to record on the schedule(s) annexed to this note the date and amount of each Term Loan and of each payment or prepayment of principal made by the Borrower and agrees that all such notations shall be conclusive absent manifest error of the matters noted; provided, however, that the failure of the Lender to make, or any error by the Lender in making, any such notation shall not affect the Borrower’s obligations hereunder. This note is one of the Term Loan Notes referred to in the Third Amended and Restated Credit Agreement, dated as of May 13, 2025, among the Borrower, the Lender and the other financial institutions from time to time parties thereto and Wells Fargo Bank, National Association, as Administrative Agent for the Lenders, Issuing Lender and Swingline Lender (as amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”). This note is subject to the terms of the Credit Agreement, including the rights of prepayment and the rights of acceleration of maturity set forth therein. Terms used herein have the meanings assigned to those terms in the Credit Agreement, unless otherwise defined herein. The transfer, sale or assignment of any rights under or interest in this note is subject to certain restrictions contained in the Credit Agreement, including Section 10.6 thereof. The Borrower shall pay all reasonable fees and expenses, including attorneys’ fees, incurred by the Lender in the enforcement or attempt to enforce any of the Borrower’s obligations hereunder not performed when due. The Borrower hereby waives notice of presentment, demand, protest or notice of any other kind. This note shall be governed by and construed and interpreted in accordance with the laws of the State of New York without reference to conflicts of law rules other than Section 5-1401 of the General Obligations Law of the State of New York. FAIR ISAAC CORPORATION, a Delaware corporation By: Name: Title: J-2 LOANS AND PAYMENTS OF PRINCIPAL Date Type of Loan Amount of Loan Interest Period Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By J-3 ANNEX D AMENDED CREDIT AGREEMENT [See attached.] E XECUTION V ERSION A NNEX D Published CUSIP Number: 30325CAL2 Revolving Loan CUSIP Number: 30325CAM0 Term Loan CUSIP Number: 30325CAN8 $ 1,000,000,000 2,500,000,000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as amended by the First Amendment to Third Amended and Restated Credit Agreement dated as of June 5, 2026) among FAIR ISAAC CORPORATION, as Borrower, The Several Lenders from Time to Time Parties Hereto, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Dated as of May 13, 2025 WELLS FARGO SECURITIES, LLC and BofA SECURITIES, INC., as Global Coordinators, Joint Lead Arrangers and Joint Bookrunners for the Revolving Loan Facility WELLS FARGO SECURITIES, LLC and TD SECURITIES (USA), LLC, as Global Coordinators, Joint Lead Arrangers and Joint Bookrunners for the Initial Term Loan TABLE OF CONTENTS Page SECTION 1 GENERAL 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 22 24 1.3 Rounding 23 24 1.4 Reference to and Effect on the Existing Credit Agreement and the other Loan Documents 23 24 1.5 Rates 24 25 1.6 Divisions 24 25 SECTION 2 AMOUNT AND TERMS OF COMMITMENTS AND LOANS 25 26 2.1 Commitments 25 26 2.2 Procedure for Revolving Loan Borrowing 25 26 2.3 Swingline Commitment 25 26 2.4 Procedure for Swingline Borrowing; Refunding of Swingline Loans 26 27 2.5 Commitment Fees, Other Fees 27 28 2.6 Termination or Reduction of Commitments 28 29 2.7 Optional Prepayments 28 29 2.8 Conversion and Continuation Options 28 29 2.9 Limitations on SOFR Tranches 29 30 2.10 Interest Rates and Payment Dates 29 30 2.11 Computation of Interest and Fees 30 31 2.12 Changed Circumstances 30 31 2.13 Pro Rata Treatment and Payments; Notes 32 33 2.14 Requirements of Law 34 35 2.15 Taxes 35 36 2.16 Indemnity 37 38 2.17 Change of Lending Office 37 38 2.18 Replacement of Lenders 37 39 2.19 Optional Increase 38 39 2.20 Initial Term Loan 42 2.21 Procedure for Advance of Term Loans 42 2.22 Repayment of Term Loans 43 2.23 Optional Prepayments of Term Loans 43 i TABLE OF CONTENTS (continued) Page SECTION 3 LETTERS OF CREDIT 41 44 3.1 L/C Commitment 41 44 3.2 Procedure for Issuance of Letters of Credit 42 44 3.3 Fees and Other Charges 42 44 3.4 L/C Participations 42 45 3.5 Reimbursement Obligation of the Borrower 43 46 3.6 Obligations Absolute 44 46 3.7 Letter of Credit Payments 44 47 3.8 Applications 45 47 3.9 Actions of Issuing Lender 45 47 3.10 Borrower’s Indemnification 45 47 3.11 Lenders’ Indemnification 45 48 3.12 Claims Against Issuing Lender 46 48 3.13 Cash Collateral 46 48 SECTION 4 REPRESENTATIONS AND WARRANTIES 47 49 4.1 Financial Condition 47 49 4.2 No Material Adverse Effect 47 49 4.3 Existence; Compliance With Law 47 50 4.4 Power; Authorization; Enforceable Obligations 47 50 4.5 No Legal Bar 48 50 4.6 Litigation 48 50 4.7 No Default 48 50 4.8 Taxes 48 51 4.9 Federal Regulations 48 51 4.10 ERISA 48 51 4.11 Investment Company Act; Other Regulations 49 51 4.12 Environmental Matters 49 51 4.13 Accuracy of Information, Etc. 50 52 4.14 Regulatory Matters 50 53 4.15 Burdensome Contractual Obligations, Etc. 50 53 4.16 Foreign Assets Control, Etc. 50 53 4.17 Solvency 51 53 4.18 Insurance 51 53 ii TABLE OF CONTENTS (continued) Page SECTION 5 CONDITIONS PRECEDENT 51 54 5.1 Conditions to the Effective Date 51 54 5.2 Conditions to Each Credit Event 52 55 SECTION 6 AFFIRMATIVE COVENANTS 53 56 6.1 Financial Statements 53 56 6.2 Certificates; Other Information 54 56 6.3 Payment of Taxes 54 57 6.4 Maintenance of Existence; Compliance 54 57 6.5 Maintenance of Property; Insurance 55 57 6.6 Inspection of Property; Books and Records; Discussions 55 57 6.7 Notices 55 58 6.8 Maintenance of Licenses, Etc 56 58 6.9 More Favorable Debt Covenants 56 58 6.10 Use of Proceeds 56 58 6.11 Subsidiary Guarantors 56 59 SECTION 7 NEGATIVE COVENANTS 57 59 7.1 Total Leverage Ratio 57 59 7.2 [Reserved] 57 60 7.3 Change in Business 57 60 7.4 Mergers, Acquisitions, Etc. 57 60 7.5 Liens 58 61 7.6 Subsidiary Debt 59 62 7.7 Distributions 59 62 7.8 Transactions With Affiliates 59 62 7.9 Subsidiary Restrictions 59 62 7.10 Accounting Changes 60 63 7.11 Amendment of Material Documents 60 63 7.12 Foreign Assets Control, Etc. 60 63 7.13 ERISA 60 63 iii TABLE OF CONTENTS (continued) Page SECTION 8 EVENTS OF DEFAULT 61 64 SECTION 9 THE AGENTS 63 66 9.1 Appointment 63 66 9.2 Delegation of Duties 64 66 9.3 Exculpatory Provisions 64 66 9.4 Reliance by Administrative Agent 64 67 9.5 Notice of Default 64 67 9.6 Non-Reliance on Agents and Other Lenders 65 67 9.7 Indemnification 65 68 9.8 Agent in Its Individual Capacity 66 68 9.9 Successor Administrative Agent 66 68 9.10 Global Coordinators, Lead Arrangers and Joint Bookrunners 66 69 9.11 Certain ERISA Matters 67 69 9.12 Erroneous Payments 68 70 SECTION 10 MISCELLANEOUS 69 72 10.1 Amendments and Waivers 69 72 10.2 Notices 71 74 10.3 No Waiver; Cumulative Remedies 73 76 10.4 Survival of Representations and Warranties 73 76 10.5 Payment of Expenses and Taxes 73 76 10.6 Successors and Assigns; Participations and Assignments 74 77 10.7 Adjustments; Set-off 77 80 10.8 Counterparts; Electronic Execution 78 80 10.9 Severability 79 81 10.10 Integration 79 81 10.11 Governing Law 79 82 10.12 Submission to Jurisdiction; Waivers 79 82 10.13 Acknowledgements 79 82 10.14 Confidentiality 80 82 10.15 WAIVERS OF JURY TRIAL 80 83 10.16 USA Patriot Act 80 83 10.17 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 80 83 10.18 Acknowledgement Regarding Any Supported QFCs 81 84 iv SCHEDULES : 1.1A Commitments 7.5(a) Existing Liens EXHIBITS : A Notice of Borrowing /Continuation B Notice of Swingline Borrowing C Notice of Conversion D Notice of Continuation [Reserved] E Form of Compliance Certificate F-1 Form of Secretary’s Certificate F-2 Form of Closing Certificate G Form of Assignment and Assumption H Form of Revolving Loan Note I Form of Swingline Note J Form of Term Loan Note v This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “ Agreement ”), dated as of May 13, 2025, is entered into by and among FAIR ISAAC CORPORATION, a Delaware corporation (the “ Borrower ”); the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Lenders ”); and WELLS FARGO BANK, NATIONAL ASSOCIATION (“ Wells Fargo ”), as administrative agent (in such capacity, together with any successor thereto, the “ Administrative Agent ”). WHEREAS, the Borrower, certain of the Lenders and the Administrative Agent previously entered into that certain Second Amended and Restated Credit Agreement dated as of August 19, 2021 (as amended prior to the date hereof, the “ Existing Credit Agreement ”), pursuant to which the Lenders under the Existing Credit Agreement provided certain credit facilities to the Borrower. WHEREAS, certain of the Lenders under the Existing Credit Agreement have agreed to amend and restate the Existing Credit Agreement as follows. WHEREAS, certain additional Lenders that were not a party to the Existing Credit Agreement have agreed to enter into this Agreement. WHEREAS, the Borrower has requested that the Lenders make available to it the credit facilities described herein. WHEREAS, the Lenders are willing to make available the credit facilities described herein upon and subject to the terms and conditions set forth herein. NOW THEREFORE, the parties hereto hereby agree as follows: SECTION 1 GENERAL 1.1 Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1 . “ ABR ”: for any day, a rate per annum equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1 ⁄ 2 of 1% and (c) Daily Simple SOFR in effect on such day plus 1% ( provided that clause (c) shall not be applicable during any period in which Daily Simple SOFR is unavailable or unascertainable). For purposes hereof, “ Base Rate ” shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its base rate in effect at its principal office in San Francisco, California (the Base Rate not being intended to be the lowest rate of interest charged by the Administrative Agent in connection with extensions of credit to debtors). Any change in the ABR due to a change in the Base Rate, the Federal Funds Effective Rate or Daily Simple SOFR shall be effective as of the opening of business on the effective day of such change in the Base Rate, the Federal Funds Effective Rate or Daily Simple SOFR, respectively. Each calculation by the Administrative Agent of the ABR shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, in no event shall the ABR be less than 0%. “ ABR Loans ”: Loans the rate of interest applicable to which is based upon the ABR. “ Acquired Portion ”: as defined in Section 2.19(e) . 1 “ Acquisition Step Up ”: as defined in Section 7.1 . “ Administrative Agent ”: as defined in the preamble hereto and any successor in accordance with the terms and conditions of Section 9.9 . “ Affected Financial Institution ”: (a) any EEA Financial Institution or (b) any UK Financial Institution. “ Affiliate ”: with respect to any Person, (a) each Person that, directly or indirectly, owns or controls, whether beneficially or as a trustee, guardian or other fiduciary, ten percent (10%) or more of any class of Equity Securities of such Person, (b) each Person that controls, is controlled by or is under common control with such Person or any Affiliate of such Person or (c) each of such Person’s officers, directors, managers, joint venturers and partners; provided , however , that in no case shall the Administrative Agent or any Lender be deemed to be an Affiliate of the Borrower for purposes of this Agreement. For the purpose of this definition, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise. “ Agents ”: the collective reference to the Lead Arrangers and the Administrative Agent. “ Agreement ”: as defined in the preamble hereto. “ Anti-Corruption Laws ”: as defined in Section 4.16(b) . “ Anti-Terrorism Law ”: each of: (a) the Executive Order; (b) the Patriot Act; (c) the Money Laundering Control Act of 1986, 18 U.S.C. §§ 1956 & 1957; and (d) any other governmental rule now or hereafter enacted to monitor, deter or otherwise prevent terrorism or the funding or support of terrorism, including, without limitation, economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of Treasury or the U.S. Department of State, or (ii) the United Nations Security Council, the European Union, any European Union member state or His Majesty’s Treasury of the United Kingdom (collectively, “ Sanctions ”). “ Applicable Margin ”: (a) in the case of interest calculable with respect to each ABR Loan, the percentage per annum set forth in the column headed “Applicable Margin for ABR Loans” opposite the applicable Tier level below, (b) in the case of interest calculable with respect to each SOFR Loan, the percentage per annum set forth in the column headed “Applicable Margin for SOFR Loans” opposite the applicable Tier level below, and (c) in the case of the Commitment Fee, the percentage per annum set forth in the column headed “Commitment Fee Rate” opposite the applicable Tier level below: If such Loan is a Revolving Loan: Level Total Leverage Ratio Applicable Margin for ABR Loans Applicable Margin for SOFR Loans Commitment Fee Rate 1 ≤1.25 0.000 % 1.000 % 0.175 % 2 > 1.25 and ≤2.00 0.125 % 1.125 % 0.200 % 3 > 2.00 and ≤2.75 0.250 % 1.250 % 0.250 % 4 > 2.75 and ≤3.25 0.500 % 1.500 % 0.300 % 5 >3.25 and ≤3.50 0.750 % 1.750 % 0.300 % 6 >3.50 1.000 % 2.000 % 0.300 % 2 If such Loan is an Initial Term Loan: Level Total Leverage Ratio Applicable Margin for ABR Loans Applicable Margin for SOFR Loans 1 ≤3.00 0.500 % 1.500 % 2 > 3.00 and ≤3.50 0.750 % 1.750 % 3 > 3.50 and ≤4.00 1.000 % 2.000 % 4 > 4.00 1.250 % 2.250 % Any increase or decrease in the Applicable Margin and Commitment Fee Rate resulting from a change in the Total Leverage Ratio shall become effective as of the fifth Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 6.2 ; provided , however , that if no Compliance Certificate is delivered when due in accordance with such Section, then Tier 5 6 (in the case of Revolving Loans ) and Tier 4 (in the case of the Initial Term Loan) shall apply as of the date of the failure to deliver such Compliance Certificate until the fifth Business Day after the date the Borrower delivers such Compliance Certificate in form and substance acceptable to the Administrative Agent and thereafter the Applicable Margin and the Commitment Fee Rate shall be based on the Total Leverage Ratio indicated on such Compliance Certificate until such time as further adjusted as set forth in this definition. The Applicable Margin and Commitment Fee Rate for Revolving Loans shall be based on Tier 3 6 until the first Compliance Certificate is delivered following the fiscal quarter ending June 30, 2025. 2026. The Applicable Margin for the Initial Term Loan shall be based on Tier 4 until the first Compliance Certificate is delivered following the fiscal quarter ending June 30, 2026. Notwithstanding the foregoing, in the event that any financial statement or Compliance Certificate delivered pursuant to Section 6.1 or 6.2(a) is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) any Commitments are in effect, or (iii) any Extension of Credit is outstanding when such inaccuracy is discovered or such financial statement or Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an “ Applicable Period ”) than the Applicable Margin applied for such Applicable Period, then (A) the Borrower shall promptly (and in any case within five (5) Business Days) deliver to the Administrative Agent a corrected Compliance Certificate for such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Total Leverage Ratio in the corrected Compliance Certificate were applicable for such Applicable Period, and (C) the Borrower shall promptly (and in any case within five (5) Business Days) and retroactively be obligated to pay to the Administrative Agent the accrued additional interest and fees owing as a result of such increased Applicable Margin for such Applicable Period, which payment shall be promptly applied by the Administrative Agent in accordance with Section 2.13 . Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 2.10(c) and 8 nor any of their other rights under this Agreement or any other Loan Document. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder. “ Application ”: an application, in such form as the Issuing Lender may specify from time to time, requesting the Issuing Lender to issue a Letter of Credit. “ Assignee ”: as defined in Section 10.6(b) . “ Assignment and Assumption ”: an Assignment and Assumption, substantially in the form of Exhibit G . 3 “ Available Commitment ”: as to any Lender at any time, an amount equal to (a) such Lender’s Commitment then in effect minus (b) such Lender’s Extensions of Credit (other than Term Loans) then outstanding. “ Available Tenor ”: as of any date of determination and with respect to any then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.12(c)(iv) . “ Bail-In Action ”: the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. “ Bail-In Legislation ”: (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). “ Benchmark ”: initially, Daily Simple SOFR or Term SOFR, as applicable; provided that if a Benchmark Transition Event has occurred with respect to Daily Simple SOFR or Term SOFR, as applicable, or the applicable then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.12(c)(i) . “ Benchmark Replacement ”: with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for such Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to such then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents. “ Benchmark Replacement Adjustment ”: with respect to any replacement of any then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities. “ Benchmark Replacement Date ”: the earliest to occur of the following events with respect to any then-current Benchmark: 4 (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided , that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor (if applicable) of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof). “ Benchmark Transition Event ”: the occurrence of one or more of the following events with respect to any then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors (if applicable) of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative. 5 For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof). “ Benchmark Transition Start Date ”: in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication). “ Benchmark Unavailability Period ”: with respect to any then-current Benchmark, the period (if any) (x) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12(c)(i) and (y) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12(c) . “ Beneficial Owner ”: as defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Sections 13(d) and 14(d) of the Exchange Act), notwithstanding the provisions of Rule 13d-3(d)(1)(i)(A) and (B), such “person” will not be deemed to have beneficial ownership of any securities that such “person” has the right to acquire by conversion of other securities or the exercise of any option, warrant or right, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and “Beneficially Owned” have correlative meanings. “ Beneficial Ownership Certification ”: a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation. “ Beneficial Ownership Regulation ”: 31 CFR § 1010.230. “ Benefit Plan ”: any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. “ Benefitted Lender ”: as defined in Section 10.7(a) . “ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor). “ Borrower ”: as defined in the preamble hereto. “ Borrowing Date ”: any Business Day specified by the Borrower as a date on which the Borrower requests the Lenders to make a Loan hereunder. “ Business ”: as defined in Section 4.12(b) . 6 “ Business Day ”: a day other than a Saturday, Sunday or other day on which commercial banks in San Francisco, California, Minneapolis, Minnesota, or New York City are authorized or required by law to close. “ Capital Leases ”: subject to Section 1.2(a) , any and all lease obligations that, in accordance with GAAP, are required to be accounted for as a finance lease on the books of a lessee. “ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. “ Cash Collateralize ”: to pledge and deposit with or deliver to the Administrative Agent, for its own benefit and for the benefit of the Issuing Lender, the Swingline Lender and/or the Lenders, as applicable, as collateral subject to a first priority, perfected security interest securing the Obligations or the obligations of a Defaulting Lender, as applicable, cash or deposit account balances in an amount equal to the L/C Obligations, Obligations in respect of Swingline Loans or obligations of a Defaulting Lender, as applicable, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Issuing Lender or the Swingline Lender, as applicable (which documents are hereby consented to by the Lenders). Derivatives of such term shall have a corresponding meaning. “ Change of Control ”: with respect to any Person, an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries, and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the Beneficial Owner, directly or indirectly, of 30% or more of the Capital Stock of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person. “ Change of Law ”: the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change of Law”, regardless of the date enacted, adopted, implemented or issued. “ Code ”: the Internal Revenue Code of 1986, as amended from time to time. “ Commitment ”: as to any Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth under the heading “ Revolving Commitment” opposite such Lender’s name on Schedule 1.1A or in the Assignment and Assumption pursuant to which such Lender became a party hereto, as the same may be changed from time to time pursuant to the terms hereof. “ Commitment Fee ”: as defined in Section 2.5 . 7 “ Commitment Fee Rate ”: with respect to the Revolving Loans at any time, the per annum percentage which is used to calculate Commitment Fees for such Commitments determined pursuant to the definition of Applicable Margin. “ Commitment Period ”: the period from and including the Effective Date to the Termination Date. “ Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code. “ Communications ”: as defined in Section 10.2(c) . “ Compliance Certificate ”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit E . “ Conduit Lender ”: any special purpose entity organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided , that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender, and provided , further , that no Conduit Lender shall be (a) entitled to receive any greater amount pursuant to Section 2.14 , 2.15 , 2.16 or 10.5 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender or (b) deemed to have any Commitment. “ Conforming Changes ”: with respect to either the use or administration of an initial Benchmark or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.16 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents). “ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. “ Covered Entities ”: collectively, (a) the Borrower and its Subsidiaries and all guarantors and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise. 8 “ Credit Event ”: as defined in Section 5.2 . “ Daily Simple SOFR ”: for any day (a “ Simple SOFR Rate Day ”), a rate per annum equal to the greater of (a) SOFR for the day (such day, a “ SOFR Determination Day ”) that is two (2) U.S. Government Securities Business Days prior to (i) if such Simple SOFR Rate Day is a U.S. Government Securities Business Day, such Simple SOFR Rate Day or (ii) if such Simple SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such Simple SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website, and (b) the Floor. If by 5:00 p.m. on the second (2 nd ) U.S. Government Securities Business Day immediately following any SOFR Determination Day, SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then SOFR for such SOFR Determination Day will be SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive Simple SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower. “ Daily Simple SOFR Loan ”: any Loan bearing interest at a rate based on Daily Simple SOFR (other than pursuant to the Daily Simple SOFR component of the definition of “ABR”), as provided in Section 2.1 (a) and Section 2.20 . “ Decreasing Lender ”: as defined in Section 2.19(e) . “ Default ”: any of the events specified in Section 8 , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied. “ Defaulting Lender ”: (a) a Lender that has failed to fund its portion of any Loan or any participations in Letters of Credit or Swingline Loans that it is required to fund under this Agreement and has continued in such failure for two Business Days after written notice from the Administrative Agent unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with the applicable default, shall be specifically identified in such writing) has not been satisfied, (b) a Lender which has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, unless the subject of a good faith dispute, (c) a Lender which has notified the Borrower, the Administrative Agent or any other Lender in writing that it does not intend to comply with its funding obligations hereunder or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) has not or cannot be satisfied), (d) a Lender which has failed within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (d) upon receipt of such written confirmation by the Administrative Agent and the Borrower), (e) has become the subject of a Bail-In Action or has a direct or indirect parent company that has become the subject of a Bail-In Action or (f) a Lender (or the entity that 9 controls such Lender) which has been deemed insolvent or become the subject of a receivership, bankruptcy or insolvency proceeding, provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. For the purpose of this definition, “control” of a Lender shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (f) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination to the Borrower, the Issuing Lender, the Swingline Lender and each Lender. “ Designated Person ”: any Person who (a) is the subject of any Sanctions, (b) (i) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of the Executive Order or any related legislation or any other similar executive order(s) or (ii) engages in any dealings or transactions prohibited by Section 2 of the Executive Order or is otherwise associated with any such Person in any manner violative of Section 2 of the Executive Order or (c) (i) is an agency of the government of a country, (ii) an organization controlled by a country, or (iii) a Person resident, located or organized in a country or territory that is the subject of Sanctions. “ Distributions ”: dividends (in cash, property or obligations) on, or other payments or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition of, any shares of any class of Capital Stock of any Person or of any warrants, options or other rights to acquire the same (or to make any payments to any Person, such as “phantom stock” payments, where the amount is calculated with reference to the fair market or equity value of any Person), but excluding dividends payable solely in Capital Stock of any Person. “ Dollars ” and “ $ ”: dollars in lawful currency of the United States. “ EBITDA ”: for any four consecutive fiscal quarter period, (a) the net income of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP, consistently applied for such period, plus (b) to the extent deducted in determining such net income for such period, the sum of the following for such period: (i) Interest Expense for such period, (ii) income tax expense for such period (iii) depreciation and amortization for such period, (iv) the aggregate amount of extraordinary, non-operating or non-cash charges for such period, and (v) an amount equal to the non-cash, share-based compensation deducted in accordance with SFAS 123(R) minus (c) the aggregate amount of extraordinary, non-operating or non-cash income during such period. Pro forma credit shall be given for the EBITDA of any companies (or identifiable business units or divisions) (i) acquired by the Borrower in accordance with the terms of this Agreement as if owned on the first day of the applicable period, and (ii) sold, transferred or otherwise disposed of in accordance with the terms of this Agreement during any period will be treated as if not owned during the entire applicable period. “ EEA Financial Institution ”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. 10 “ EEA Member Country ”: any of the member states of the European Union, Iceland, Liechtenstein and Norway. “ EEA Resolution Authority ”: any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “ Effective Amount ”: (a) with respect to Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to (i) any borrowings and prepayments or repayments of Revolving Loans and Swingline Loans and (ii) with respect to Swingline Loans, any risk participation among the Lenders, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any issuance, amendment, extension, renewal or increase of any Letter of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount available for drawing under Letters of Credit taking effect on such date. “ Effective Date ”: the date on which the conditions precedent set forth in Section 5.1 shall have been satisfied or waived. “ Electronic Record ”: the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006. “ Electronic Signature ”: the meaning assigned to that term in, and shall be interpreted in accordance with, 15 U.S.C. 7006. “ Eligible Assignee ”: (a) a Lender; (b) an Affiliate of a Lender; (c) any Person that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business to the extent such Person is administered or managed by: (i) a Lender; (ii) an Affiliate of a Lender; or (iii) a Person or an Affiliate of a Person that administers or manages a Lender; and (d) any other Person approved by the Administrative Agent, the Swingline Lender and Issuing Lender; provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrower, any Affiliate or Subsidiary of the Borrower, any Defaulting Lender or any Affiliate of any Defaulting Lender or any natural person. “ Environmental Laws ”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time hereafter be in effect. “ Equity Securities ” of any Person: (a) all common stock, preferred stock, participations, shares, partnership interests, limited liability company interests or other equity interests in and of such Person (regardless of how designated and whether or not voting or non-voting) and (b) all warrants, options and other rights to acquire any of the foregoing. “ ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time. “ Erroneous Payment ”: as defined in Section 9.12(a) . “ Erroneous Payment Deficiency Assignment ” : as defined in Section 9.12(d) . 11 “ Erroneous Payment Impacted Loans ” : as defined in Section 9.12(d) . “ Erroneous Payment Return Deficiency ” : as defined in Section 9.12(d) . “ EU Bail-In Legislation Schedule ”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. “ Event of Default ”: any of the events specified in Section 8 , provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied. “ Exchange Act ”: Securities Exchange Act of 1934, as amended. “ Executive Order ”: Executive Order No. 13224 on Terrorist Financings:—Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support Terrorism issued on 23rd September, 2001, as amended by Order No. 13268 and as further amended after the date hereof. “ Existing Credit Agreement ”: as defined in the recitals hereto. “ Extensions of Credit ”: as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Percentage of the L/C Obligations then outstanding and , (c) such Lender’s Percentage of the aggregate principal amount of Swingline Loans then outstanding and (d) the aggregate principal amount of all Term Loans held by such Lender then outstanding . “ FASB ASC ”: Accounting Standards Codification of the Financial Accounting Standards Board. “ FATCA ”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreement entered into pursuant to Section 1471(b)(1) of the Code. “ Federal Funds Effective Rate ”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Notwithstanding the foregoing, if the Federal Funds Effective Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. “ Fee Letter ”: collectively, (a) the letter agreement dated as of August 2, 2021, between the Borrower and Wells Fargo Securities, LLC regarding certain fees payable by the Borrower to the Administrative Agent as expressly indicated therein, (b) the letter agreement dated as of March 25, 2025, between the Borrower and the Lead Arrangers regarding certain fees payable by the Borrower to the Administrative Agent and the Lead Arrangers as expressly indicated therein and (c) each other letter agreement between the Borrower and any other arranger or agent hereunder. “ Fee Payment Date ”: (a) the last day of each calendar quarter during the Commitment Period, (b) the last day of the Commitment Period and (c) the last day of each calendar quarter after the last day of the Commitment Period, so long as any principal amount of the Loans or any Reimbursement Obligations remain outstanding after the last day of the Commitment Period. 12 “First Amendment Effective Date”: June 5, 2026. “ Floor ”: a rate of interest equal to 0%. “ Funding Office ”: the office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders. “ GAAP ”: generally accepted accounting principles in the United States and, except as noted below, determined on the basis of such principles in effect on the date hereof and consistent with those used in the preparation of the most recent audited financial statements referred to in Section 4.1 . In the event that any “Change in Accounting Principles” (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then, upon the request of the Borrower or the Administrative Agent, the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Change in Accounting Principles with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Change in Accounting Principles as if such Change in Accounting Principles had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Change in Accounting Principles had not occurred. “ Change in Accounting Principles ” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board or any successor thereto, the SEC or, if applicable, the Public Company Accounting Oversight Board. “ Governmental Authority ”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners). “ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing person that guarantees any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation, (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof or (e) to reimburse or indemnify an issuer of a letter of credit, surety bond or guarantee issued by such issuer in respect of primary obligations of a primary obligor other than the Borrower or any Subsidiary; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation. “ Increase Effective Date ”: as defined in Section 2.19(d) . 13 “ Increasing Lenders ”: as defined in Section 2.19(a) . “ Incremental Increase ”: as defined in Section 2.19(a) . “ Incremental Term Loan ”: as defined in Section 2.19(a) . “ Indebtedness ”: of any Person at any date, without duplication, (a) all obligations of such Person for borrowed money (including convertible notes), (b) all obligations of such Person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such Person’s business that are payable on terms customary in the trade), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements (other than reimbursement obligations, which are not due and payable on such date, in respect of documentary letters of credit issued to provide for the payment of goods and services in the ordinary course of business), (f) net mark to market exposures under Swap Agreements and other financial contracts, other than the use of short-term hedges for risk management purposes, (g) off-balance sheet liabilities, including synthetic leases, but excluding operating leases as defined by GAAP, (h) all obligations of such Person under Capital Leases, (i) indebtedness attributable to permitted securitization transactions, (j) any other obligation for borrowed money or other financial accommodation which in accordance with GAAP would be shown as a liability on a consolidated balance sheet (subject to Section 1.2(a) below), (k) all Guarantee Obligations or contingent obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (j) above, and (l) all obligations of the kind referred to in clauses (a) through (k) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation ( provided , that if such Person is not liable for such obligation, the amount of such Person’s Indebtedness with respect thereto shall be deemed to be the lesser of the stated amount of such obligation and the value of the property subject to such Lien). The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. “ Industrial Loan Corporation ”: a financial institution chartered under the laws of any state as an industrial bank, industrial loan and thrift, or industrial loan company, or any other Person contemplated by 15 U.S.C. 1679(a)(3)(b)(iii), that is not subject to regulation under the Bank Holding Company Act. “Initial Term Loan”: means the term loan made, or to be made, to the Borrower by the Term Loan Lenders pursuant to Section 2.20. The aggregate principal amount of the Initial Term Loan on the First Amendment Effective Date shall be $1,500,000,000 and the principal amount of the Initial Term Loan amount of each Term Loan Lender as of the First Amendment Effective Date is set forth opposite the name of such Term Loan Lender on Schedule 1.1A. “ Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA. “ Insolvent ”: pertaining to a condition of Insolvency. 14 “ Interest Expense ”: for any period, total interest expense for such period determined on a consolidated basis in accordance with GAAP. “ Interest Payment Date ”: (a) as to any ABR Loan or Daily Simple SOFR Loan, the last day of each calendar quarter to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Term SOFR Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Term SOFR Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period, (d) as to any SOFR Loan, the date of any repayment or prepayment made in respect thereof, and (e) as to any Swingline Loan, the day that such Loan is required to be repaid. “ Interest Period ”: as to any Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter, in each case as selected by the Borrower in its Notice of Borrowing , /Continuation or Notice of Conversion or Notice of Continuation and subject to availability; provided that: (i) the Interest Period shall commence on the date of advance of or conversion to any Term SOFR Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires; (ii) no Interest Period shall extend beyond the Termination Date or the Term Loan Maturity Date, as applicable , and Interest Periods shall be selected by the Borrower so as to permit the Borrower to make the quarterly principal installment payments pursuant to Section 2.22 without payment of any amounts pursuant to Section 2.16 ; (iii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such Interest Period; (iv) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day; provided that if any Interest Period would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the immediately preceding Business Day; and (v) no tenor that has been removed from this definition pursuant to Section 2.12(c)(iv) shall be available for specification in any Notice of Borrowing , /Continuation or Notice of Conversion or Notice of Continuation . “ Issuing Lender ”: Wells Fargo in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder. “ Lead Arrangers ”: collectively, (a) Wells Fargo Securities, LLC and BofA Securities, Inc., in their capacity as joint lead arrangers and joint bookrunners with respect to the Revolving Credit Facility and (b) Wells Fargo Securities, LLC and TD Securities (USA), LLC, in their capacity as joint lead arrangers and joint bookrunners with respect to the Initial Term Loan . “ L/C Commitment ”: $10,000,000. 15 “ L/C Obligations ”: at any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under issued Letters of Credit that have not then been reimbursed pursuant to Section 3.5 . “ L/C Participants ”: in respect of any Letter of Credit, the collective reference to all the Revolving Loan Lenders other than the Issuing Lender that issued such Letter of Credit. “ Lenders ”: as defined in the preamble hereto; provided , that unless the context otherwise requires, each reference herein to the Lenders shall be deemed to include any Conduit Lender. “ Letters of Credit ”: as defined in Section 3.1 . “ Lien ”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing). “ Loan ”: any loan made by any Lender pursuant to this Agreement, including Swingline Loans and , Revolving Loans and Term Loans . “ Loan Documents ”: this Agreement, the Notes, the Fee Letter and the Applications, in each case, including any amendment, waiver, supplement or other modification to any of the foregoing. “ Marketable Securities ”: any of the following: (a) Direct obligations of, or obligations the principal and interest on which are unconditionally guaranteed by, the United States of America or obligations of any agency of the United States of America to the extent such obligations are backed by the full faith and credit of the United States of America, in each case maturing within one year from the date of acquisition thereof; (b) Certificates of deposit, time or demand deposit accounts or bankers acceptances maturing within one year from the date of acquisition thereof issued by a commercial bank or trust company organized under the laws of the United States of America or a state thereof or that is a Lender, provided that (i) such deposits or bankers acceptances are denominated in Dollars, (ii) such bank or trust company has capital, surplus and undivided profits of not less than $100,000,000 and (iii) such bank or trust company has certificates of deposit or other debt obligations rated at least A-1 (or its equivalent) by S&P or P-1 (or its equivalent) by Moody’s; (c) Open market commercial paper maturing within 360 days from the date of acquisition thereof issued by a corporation organized under the laws of the United States of America or a state thereof, provided such commercial paper is rated at least A-1 (or its equivalent) by S&P or P-1 (or its equivalent) by Moody’s; (d) Any repurchase agreement entered into with a commercial bank or trust company organized under the laws of the United States of America or a state thereof or that is a Lender, provided that (i) such bank or trust company has capital, surplus and undivided profits of not less than $100,000,000, (ii) such bank or trust company has certificates of deposit or other debt obligations rated at least A-1 (or its equivalent) by S&P or P-1 (or its equivalent) by Moody’s, (iii) the repurchase obligations of such bank or trust company under such repurchase agreement are fully secured by a perfected security interest in a security or instrument of the type described in clause (a), (b) or (c) above and (iv) such security or instrument so securing the repurchase obligations has a fair market value at the time such repurchase agreement is entered into of not less than 100% of such repurchase obligations; 16 (e) shares of any money market mutual or similar fund that has all or at least 95% of its assets invested continuously in investments satisfying the requirements of clauses (a) through (d) of this definition; (f) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A2 by Moody’s; and (g) other marketable securities entered into in compliance with the investment policies of the Borrower delivered to the Administrative Agent prior to the Effective Date and any modifications to such investment policies after such date approved by the Administrative Agent. “ Material Adverse Effect ”: any event or circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the assets, liabilities, financial condition, businesses or operations of the Borrower and its Subsidiaries (taken as a whole); (b) the ability of the Borrower to pay or perform the Obligations in accordance with the terms of this Agreement and the other Loan Documents; (c) the rights and remedies of the Administrative Agent, the Issuing Lender or any Lender under this Agreement, the other Loan Documents or any related document, instrument or agreement; or (d) the validity or enforceability of any of the Loan Documents. “ Materials of Environmental Concern ”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls and urea-formaldehyde insulation. “ Moody’s ”: Moody’s Investors Service, Inc. “ Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. “ New Lender ”: as defined in Section 2.19(b) . “ Non-Excluded Taxes ”: as defined in Section 2.15(a) . “ Non-U.S. Lender ”: as defined in Section 2.15(d) . “ Notes ”: the collective reference to the Revolving Loan Notes , the Term Loan Notes and the Swingline Note. “ Notice of Borrowing /Continuation ”: as defined in Section 2.2 . “Notice of Continuation ”: as defined in Section 2.8(b). “ Notice of Conversion ”: as defined in Section 2.8(a) . “ Notice of Swingline Borrowing ”: as defined in Section 2.4(a) . 17 “ Notification ”: as defined in Section 10.2(d) . “ Obligations ”: the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and Reimbursement Obligations and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans, the Reimbursement Obligations and all other obligations and liabilities of the Borrower to the Administrative Agent, the Issuing Lender or any Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent, the Issuing Lender or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise. “ Other Borrower Debt Agreements ”: (a) the Senior Notes, and (b) any agreement or instrument, entered into individually or in concert or in connection with any other agreement or instrument, creating, evidencing or having borrowing capacity of Indebtedness outstanding of the Borrower equal to or greater than $100,000,000 in the aggregate. “ Other Taxes ”: any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document. “ Participant ”: as defined in Section 10.6(c) . “ Patriot Act ”: as defined in Section 10.16 . “ Payment Recipient ”: as defined in Section 9.12(a) . “ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor). “ Percentage ”: as to any Revolving Loan Lender at any time, the percentage which such Lender’s Commitment then constitutes of the Total Commitments or, at any time after the Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal amount of the Revolving Loans then outstanding, provided , that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the Total Extensions of Credit, the Percentages shall be determined in a manner designed to ensure that the other outstanding Extensions of Credit (other than Extensions of Credit described in clause (d) of the definition thereof) shall be held by the Lenders on a comparable basis. “ Permitted Acquisition ”: as defined in Section 7.4 . “ Permitted Liens ”: Liens permitted by Section 7.5 . “ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. 18 “ Plan ”: at a particular time, any employee benefit plan that is covered by Title IV of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA. “ Platform ”: as defined in Section 10.2(c) . “ Property ”: any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible. “ Proposed Target ”: as defined in Section 7.4(b) . “ PTE ”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. “ Refunded Swingline Loans ”: as defined in Section 2.4(b) . “ Register ”: as defined in Section 10.6(b)(iv) . “ Regulation U ”: Regulation U of the Board as in effect from time to time. “ Reimbursement Obligation ”: the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit issued by the Issuing Lender. “ Relevant Governmental Body ”: the Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board or the Federal Reserve Bank of New York, or any successor thereto. “ Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA. “ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043. “ Required Lenders ”: at any time, any combination of two or more Lenders having Total Credit Exposures representing more than fifty percent (50%) of the Total Credit Exposures of all Lenders. In each case, at any time any Lender is a Defaulting Lender, all Defaulting Lenders shall be excluded in determining “Required Lenders” and “Required Lenders” shall mean non-Defaulting Lenders otherwise meeting the criteria set forth in this definition. “ Requirement of Law ”: as to any Person, (a) the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and (b) any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. “ Resolution Authority ”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority. 19 “ Responsible Officer ”: the chief executive officer, president, chief financial officer, treasurer or general counsel of the Borrower, but in any event, with respect to financial matters, the chief financial officer or treasurer of the Borrower. “ Revolving Facility Increase ”: as defined in Section 2.19(a) . “ Revolving Loan Exposure ”: as to any Revolving Loan Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Revolving Loan Lender’s participation in L/C Obligations and Swingline Loans at such time. “ Revolving Loan Lender ”: a Lender with a Commitment. “ Revolving Loan Notes ”: as defined in Section 2.13(f) . “ Revolving Loans ”: as defined in Section 2.1 . “ S&P ”: Standard & Poor’s Ratings Services. “ SEC ”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority. “ Senior Notes ”: means (a) the $400,000,000 of senior notes issued pursuant to that certain Senior Notes Indenture, dated May 8, 2018, among the Borrower and U.S. Bank National Association, as trustee, (b) the $350,000,000 of senior notes issued pursuant to that certain Senior Notes Indenture, dated December 6, 2019, among the Borrower and U.S. Bank National Association, as trustee (the “2019 Indenture”), (c) the $550,000,000 of senior notes issued pursuant to that certain Supplemental Indenture No. 1 to the 2019 Indenture, dated as of December 17, 2021, among the Borrower and U.S. Bank National Association, as trustee, and (d) $1,500,000,000 of senior notes issued pursuant to that certain Senior Notes Indenture, dated May 13, 2025, among the Borrower and U.S. Bank Trust Company, National Association, as trustee. “ Simple SOFR Determination Day ”: the meaning specified in the definition of “Daily Simple SOFR”. “ Simple SOFR Rate Day ”: the meaning specified in the definition of “Daily Simple SOFR”. “ Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan. “ SOFR ”: a rate equal to the secured overnight financing rate as administered by the SOFR Administrator. “ SOFR Administrator ”: the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). “ SOFR Administrator’s Website ”: the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. “ SOFR Loan ”: any Loan bearing interest at a rate based on Term SOFR or Daily Simple SOFR. 20 “ SOFR Tranche ”: the collective reference to Term SOFR Loans the then current Interest Periods with respect to all of which begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day). “ Solvent ”: with respect to any Person on any date, that on such date (a) the fair value of the property of such Person is greater than the fair value of the liabilities (including contingent, subordinated, matured and unliquidated liabilities) of such Person, (b) the present fair saleable value of the assets of such Person is greater than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature and (d) such Person is not engaged in or about to engage in business or transactions for which such Person’s Property would constitute an unreasonably small capital. “ Specified Exchange Act Filings ”: the Borrower’s Form 10-K annual report for the year ended September 30, 2024, and each and all of the Form 8-Ks (and to the extent applicable proxy statements) filed by the Borrower with the SEC after September 30, 2024, and prior to the date that is one Business Day before the date of this Agreement. “ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of Capital Stock having ordinary voting power (other than Capital Stock having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower. “ Subsidiary Guarantor ”: each Subsidiary which is party to the Subsidiary Guaranty. “ Subsidiary Guaranty ”: as defined in Section 6.11 . “ Swap Agreement ”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions. “ Swingline Commitment ”: the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.3 in an aggregate principal amount at any one time outstanding not to exceed $60,000,000. “ Swingline Lender ”: Wells Fargo, in its capacity as the lender of Swingline Loans, or any successor swing line lender hereunder. “ Swingline Loans ”: as defined in Section 2.3 . “ Swingline Note ”: as defined in Section 2.13(g) . “ Swingline Participation Amount ”: as defined in Section 2.4(c) . “Term Loan Lender”: any Lender holding outstanding Term Loans. 21 “Term Loan Maturity Date”: (a) with regard to the Initial Term Loans, the first to occur of (i) May 15, 2028, and (ii) the date of acceleration of the Obligations pursuant to Section 8 and (b) with regard to any Incremental Term Loan, the earlier of (i) the maturity date thereof as determined by the applicable Lenders pursuant to Section 2.19 and (ii) the acceleration of the Obligations pursuant to Section 8. “Term Loan Notes ”: as defined in Section 2.13(h). “Term Loans”: the Initial Term Loans and any Incremental Term Loan, and “Term Loan” means any of such Term Loans. “ Term SOFR ”: for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “ Term SOFR Determination Day ”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided , however , that if as of 5:00 p.m. (Eastern time) on any Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Term SOFR Determination Day; provided , further , that if Term SOFR determined as provided above (including pursuant to the proviso above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor. “ Term SOFR Administrator ”: CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion). “ Term SOFR Loan ”: any Loan bearing interest at a rate based on Term SOFR, as provided in Section 2.1 (a) and Section 2.20 . “ Term SOFR Reference Rate :” the forward-looking term rate based on SOFR. “ Termination Date ”: May 13, 2030, or such earlier date as otherwise determined pursuant to Section 2.6 . “ Total Commitments ”: at any time, $1,000,000,000 or, if such amount is reduced pursuant to Section 2.6 , the amount to which so reduced and in effect at such time or, if such amount is increased pursuant to Section 2.19 , the amount to which it is increased and in effect at such time. “ Total Credit Exposure ”: as to any Lender at any time, the unused Commitments and Revolving Loan Exposure and outstanding Term Loans of such Lender at such time. “ Total Extensions of Credit ”: at any time, the aggregate amount of the Extensions of Credit of all Lenders at such time (other than Extensions of Credit described in clause (d) of the definition thereof) . “ Total Leverage Ratio ”: at the end of any fiscal quarter, the ratio of (a) Indebtedness of the Borrower and its Subsidiaries on a consolidated basis at such time minus the amount of cash and Marketable Securities (valued at fair market value) at such time to (b) EBITDA for the four consecutive quarter period ended as of the end of such fiscal quarter. 22 “ Transferee ”: any Assignee or Participant. “ Type ”: as to any Loan, its nature as an ABR Loan, Term SOFR Loan or Daily Simple SOFR Loan. “ UK Financial Institution ”: any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “ UK Resolution Authority ”: the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution. “ Unadjusted Benchmark Replacement ”: the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment. “ United States ”: the United States of America. “ United States Person ” means any United States citizen, lawful permanent resident, entity organized under the laws of the United States or any jurisdiction within the United States, including any foreign branch of any such entity, or any Person in the United States. “ Unused Revolving Commitment ”: at any time, the remainder of (a) the Total Commitments at such time minus (b) the sum of the Effective Amount of all Revolving Loans and the Effective Amount of all L/C Obligations outstanding at such time. For the avoidance of doubt, Swingline Loans shall not be counted as Revolving Loans for purposes of determining the amount of Unused Revolving Commitment. “ U.S. Government Securities Business Day ”: any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities; provided , that for purposes of notice requirements in Sections 2.2 , 2.7 , 2.8 and 2.23 , in each case, such day is also a Business Day. “ Wells Fargo ”: as defined in the preamble hereto. “ Write-Down and Conversion Powers ”: (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers. 23 1.2 Other Definitional Provisions . (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. As used herein and, except as otherwise provided therein, in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to the Borrower and its Subsidiaries defined in Section 1.1 and accounting terms partly defined in Section 1.1 , to the extent not defined, shall have the respective meanings given to them under GAAP; provided , however , that (A) for purposes of determining compliance with any covenant, including any financial covenant, Indebtedness of the Borrower shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 (and FASB ASC 470-20, if applicable) on financial liabilities shall be disregarded and (B) all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be capitalized on the balance sheet in the financial statements, (ii) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, suffer to exist or become liable in respect of (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights, and (v) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time. (b) The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. (c) All references in this Agreement and each of the other Loan Documents to a time of day shall mean Minneapolis, Minnesota New York, New York , time, unless otherwise indicated. (d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. 1.3 Rounding . Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to the number of places by which such ratio is expressed in this Agreement. 1.4 Reference to and Effect on the Existing Credit Agreement and the other Loan Documents . From and after the Effective Date: all terms and conditions of the Existing Credit Agreement and any other “Loan Document” as defined therein, as amended and restated by this Agreement and the other Loan Documents being executed and delivered on the Effective Date, shall be and remain in full force and effect, as so amended and restated, and shall constitute the legal, valid, binding and enforceable obligations of the parties thereto. Without limiting the generality of the foregoing: (a) the terms and conditions of the Existing Credit Agreement shall be amended and restated as set forth herein and, as so amended and restated, shall be amended and restated in their entirety, but shall be amended and restated only with respect to the rights, duties and obligations among the Borrower, the Lenders, the Lead Arrangers and the Administrative Agent accruing from and after the Effective Date; 24 (b) this Agreement shall not in any way release or impair the rights, duties or Obligations created pursuant to the Existing Credit Agreement or any other Loan Document or affect the relative priorities thereof, in each case to the extent in force and effect prior to the Effective Date, except as modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties and Obligations are assumed, ratified and affirmed by the Borrower; (c) all indemnification obligations of the Borrower under the Existing Credit Agreement and any other Loan Documents shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Lead Arrangers, the Administrative Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document at any time prior to the Effective Date; (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Effective Date, continue outstanding and shall not be deemed to be paid, relea… |